LocoSoco : Group Accounts 31.05.22

DocuSign Envelope ID: 691A48D8-11C2-4F34-A6DC-137AD7F30A23

LOCOSOCO GROUP PLC

ANNUAL REPORT

FOR THE YEAR ENDED

31 MAY 2022

Company number: 10226386

DocuSign Envelope ID: 691A48D8-11C2-4F34-A6DC-137AD7F30A23

LOCOSOCO GROUP PLC

COMPANY INFORMATION

For the year ended 31 May 2022

___________________________________________________________________________________

Company registration number:	10226386
Registered office:	8 Madeira Avenue
	Leigh on Sea
	SS9 3EB
Directors:	J L Perry
	S Rendell
Secretary:	Kitwell Administration Limited
Capital Market Coach:	Keswick Global AG
	Hoffingergasse 16/1/6
	A1120
	Vienna
	Austria
Registrars:	Avenir Registrars Ltd
	5 St Johns Lane
	Farringdon
	London
	EC1M 4BH
Bankers:	Airwallex
	Floor 2, 33 Charlotte Street
	London
	W1T 1RR, United Kingdom
Solicitors:	Fieldfisher LLP
	Riverbank House
	2 Swan Lane
	London
	EC4R 3TT
Auditor:	UHY Hacker Young (S.E.) Limited
	168 Church Road
	Hove
	East Sussex
	BN3 2DL
Financial PR	Novus Communications Ltd
	130 Fenchurch Street
	London
	EC3M 5DJ

DocuSign Envelope ID: 691A48D8-11C2-4F34-A6DC-137AD7F30A23

LOCOSOCO GROUP PLC

INDEX

For the year ended 31 May 2022

___________________________________________________________________________________

INDEX	PAGE
Chairman's Statement	1
Strategic Report	2
Report of the Directors	5
Corporate Governance	8
Report on Remuneration	9
Report of the Independent Auditor	10
Consolidated Statement of Comprehensive Income	14
Consolidated Statement of Financial Position	15
Company Statement of Financial Position	16
Consolidated Statement of Changes in Equity	17
Company Statement of Changes in Equity	18
Consolidated and Company Statements of Cash Flows	19
Principal Accounting Policies	20
Notes to the Financial Statements	27

DocuSign Envelope ID: 691A48D8-11C2-4F34-A6DC-137AD7F30A23

LOCOSOCO GROUP PLC

CHAIRMAN'S STATEMENT

For the year ended 31 May 2022

___________________________________________________________________________________

Despite the persistent challenges of the pandemic, LocoSoco Group Plc has navigated a complex landscape to continue its work. Our turnover for this year came in at just over £100k, reflecting the broader economic difficulties.

This year has been one of consolidation and learning. We have deepened our relationships with existing partners and on-boarded new brands and retailers. The evolution of our MyEco.Site platform continues, providing community organisations with the tools to offer sustainable goods and services.

The trading environment has been challenging, with rising costs and supply chain issues impacting operations. We have had to be especially nimble in our approach, working closely with brands and retailers to test products and assess local market fit.

Our emphasis on community-based retailing remains crucial. Consumer behaviour continues to favour local and sustainable options, a trend accelerated by the pandemic. We've also expanded our offerings through partnerships with corporate clients, enabling them to offer a more diverse and sustainable product range.

Our sustainability consultancy services, developed in partnership with a global recruitment firm, have evolved to meet the needs of companies aiming to align with broader sustainability targets. We expect this to be an increasingly important aspect of our work moving forward.

In summary, the ethos that guides LocoSoco remains unchanged. We are steadfast in our commitment to sustainability and empowerment. The year ahead will focus on overcoming the challenges we've faced, consolidating our position, and identifying new opportunities that align with our mission of providing sustainable alternatives.

As we move into the next financial year, I extend my gratitude to our partners and shareholders. Your ongoing support and belief in our vision provide the foundation upon which we continue to build.

Financial Summary

The loss after tax was £200,200 in 2022 which has increased from £171,350 in 2021.

During the year the Group raised £3,732 through loans (2021: £64,738) and £437,782 through share issues

as well as converting £40,000 of existing loans (2021: £Nil). Total assets increased from £258,404 in 2021 to £410,809 in 2022, and total equity increased from (£43,724) in 2021 to £233,858 in 2022.

The results for year ended 31 May 2022 reflect the costs incurred during the period to continue to build the Company's infrastructure.

I look forward to more success for LocoSoco Group Plc in my second full year as Chairman!

Simon Rendell

Chairman

31 October 2023

Page | 1

DocuSign Envelope ID: 691A48D8-11C2-4F34-A6DC-137AD7F30A23

LOCOSOCO GROUP PLC

STRATEGIC REPORT

For the year ended 31 May 2022

___________________________________________________________________________________

Business model and review

The principal activity of the company is to act as the holding company of its subsidiaries. It is listed on the Vienna Börse.

LocoSoco Limited - is the trading company which principally sources, creates and introduces eco friendly products, services and technologies. It provides direct sales to larger businesses and acts as wholesaler of the eco-friendly products to retail and community businesses and on-line communities of consumers, who will be linked to the businesses supplied.

Principal risks and uncertainties

The principal risk of the business is the investment value of its subsidiaries which in turn is determined by the net assets and trading of those subsidiaries.

Financial risk management objectives and policies

The Group's principal financial instruments comprise cash and loans. The main purpose of these financial instruments is to raise finance for the Group's operations. The Group has various other financial instruments such as trade and other receivables and trade payables, which arise directly from its operations. The Group does not enter into derivative transactions.

It is, and has been throughout the year under review, the Group's policy that no trading in financial instruments shall be undertaken. The main risk currently arising from the Group's financial instruments is liquidity risk. The Board reviews and agrees policies for managing this and other risks and these are summarised below.

Liquidity risk

The Group's cash flow has historically been constrained as the Group has developed its business proposition. As a consequence, the Board of Directors continually review the cash available to the Group and seek to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs.

Interest rate risk

The Group has not been exposed to significant interest rate risk. As the Group evolves, this exposure is likely to increase, and the Directors will introduce appropriate policies to deal with this risk at that point in time.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group reviews the credit risk of the entities with whom it enters into contractual arrangements.

The Company maintains directors' and officers' liability insurance which gives appropriate cover for any legal action brought against its directors. In accordance with section 236 of the Companies Act 2006, qualifying third-party indemnity provisions are in place for the directors in respect of liabilities incurred as a result of their office, to the extent permitted by law. Both the insurance and the indemnities applied throughout the financial year ended 31 May 2020 and through to the date of this report.

Page | 2

DocuSign Envelope ID: 691A48D8-11C2-4F34-A6DC-137AD7F30A23

LOCOSOCO GROUP PLC

STRATEGIC REPORT

For the year ended 31 May 2022

___________________________________________________________________________________

Going concern

In accordance with their responsibilities, the directors have considered the appropriateness of the going concern basis for the preparation of the financial statements.

The directors have identified the following material uncertainties that relate to events or conditions that may cast significant doubt upon the group's ability to continue to adopt the going concern basis of accounting:

The group incurred a loss of £200,200 for the year ended 31 May 2022, resulting in accumulated losses of £1,225,574.

The group is reliant on investor financing to get them to a cash flow positive state and the Company is exploring options at present.

The uncertainties created by Covid-19.

The directors have made an assessment of the group's ability to continue as a going concern, which included the current uncertainties created by Covid-19. For this purpose, the directors have considered the adequacy of the group's cash resources covering the period 12 months ahead of the approval of these financial statements.

The directors have reasonable expectations that the group has adequate resources to continue in operational existence for the foreseeable future. For this reason, the directors continue to adopt the going concern basis in preparing these financial statements.

Results and dividends

The loss for the year, before tax, amounted to £227,319 in 2022. The directors have not recommended a dividend. (2021: £Nil).

Financial key performance indicators

The financial key performance indicators for the group and company are those of its subsidiaries, being turnover, gross margin and pre-tax profit. These can be found in the financial statements of these subsidiaries.

The non-financial key performance indicators for the group, once it is fully trading, will be the number of retail and community businesses signed up, the number of on-line consumers linked to those businesses and the average spend of those consumers.

Future developments

Plans for 2022 are to grow our partners with retailers and retail groups, businesses, schools, along with recruiting further advisors across sectors and build relations with more product, service and technology partners that have innovative ways to contribute to sustainability goals.

LocoSoco will develop offerings under the group to enhance the onboarding for the communities they work with and increase their ability to deliver services to a wide customer base.

LocoSoco are further building the team of partners, Non-Executive Directors, Influencers and Sales Teams along with recruiting commission only sales staff.

Page | 3

DocuSign Envelope ID: 691A48D8-11C2-4F34-A6DC-137AD7F30A23

LOCOSOCO GROUP PLC

STRATEGIC REPORT

For the year ended 31 May 2022

___________________________________________________________________________________

With the foundations LocoSoco continue to build upon in 2022 we are excited by the opportunities ahead to drive shareholder value whilst contributing to the sustainable development goals in a way that creates shared wealth. The goal is to build up our equity position in new companies that we provide route to market services for along with embracing new service partners.

Companies Act s172 Statement

This section serves as our s172 statement and should be read in conjunction with the whole Strategic Report.

s172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders in their decision making. The Directors continue to have regard to the interests of the Company's employees and other stakeholders including the impact of its activities on the community, the environment and the Company's reputation when making decisions. Acting in good faith and fairly between members the Directors consider what is most likely to promote the success of the Company for its members long term.

Within the Chairman's Statement, Statement of Corporate Governance and on our website we describe how the Board operates and the culture of the business. Our principle stakeholders are engaged with on a regular basis.

James Perry

Chief Executive

31 October 2023

Page | 4

DocuSign Envelope ID: 691A48D8-11C2-4F34-A6DC-137AD7F30A23

LOCOSOCO GROUP PLC

DIRECTORS REPORT

For the year ended 31 May 2022

The Directors present their annual report together with the audited financial statements of LocoSoco Group plc ("LocoSoco") and its subsidiaries (the "Group") for the year ended 31 May 2022.

Directors

The current membership of the Board and those directors who served during the year is set out below.

J L Perry

S Rendell

Directors' shareholdings	Number of ordinary
	shares of 1p each held
	at 31 May 2022
James Perry*	6,544,060
Simon Rendell	250,000

*Includes 9,500 shares held by family members

Percentage of issued ordinary share capital

38.37

1.47

Matters covered in the Group's Strategic Report

The principal risks and uncertainties, future developments and going concern have been included in the Group's Strategic Report.

Substantial shareholdings

Interests in excess of 3% of the issued share capital of the Company, which had been notified as at 31 May 2022, are as follows:

	Number of	Percentage
	ordinary	of issued
	shares of 1p	ordinary
	each	share capital
James Perry	6,534,560	38.31
JIM Nominees Ltd	2,972,380	17.43
Vidacos Nominees Limited	2,775,773	16.28
Level 7 Holdings Corporation	761,451	4.46
Lynchwood Nominees Limited	704,697	4.13
Mr Abdul Ibrahim	560,000	3.28

Biographical details of Directors

Simon Rendell

A consultant at law firm Fieldfisher LLP for the last year, He was previously managing partner of Osborne Clarke which he joined in 1996 as a Partner and in 2005 spent eight months working as UK Interim Legal Director at Vodafone. He has more than twenty-five years' experience advising digital business clients on all aspects of their operations, delivering corporate and commercial advice covering everything from legal strategies for business growth through to the exploitation of intellectual property.

Page | 5

DocuSign Envelope ID: 691A48D8-11C2-4F34-A6DC-137AD7F30A23

LOCOSOCO GROUP PLC

DIRECTORS REPORT

For the year ended 31 May 2022

Many of the clients he has acted for are based overseas, so a large proportion of his work has been cross-border. He has acted for businesses including Yahoo!, EE, Electronic Arts and VeriSign, and has worked with Facebook on its international growth, having advised on its expansion into 10 new jurisdictions in recent years. He is also a recognised expert in the mobile payments arena.

Simon qualified as a lawyer in 1986 and has previously served as a non-executive director of several technology companies.

Simon is currently also Chairman of Pretty Green Limited, uCreate Limited, Ocean Boulevard Limited, Licklist Limited and London Intellectual Property Exchange Limited. Non-exec director of Helecloud Limited. With his many years of experience in multinational corporations

James Perry

A senior member of the Social Enterprise International team which was founded in the 1990's, James started his career in corporate banking at the age of 17 and worked his way into financial markets at

19. Having developed a number of efficient tools for a large bank including an invoicing system that reduced workload by 80% and a new way to fund debt positions in distressed markets, James, at 22, with an urge to be his own boss, ventured into the entrepreneurial world and started his own technology marketing agency.

Having self-taught most of his programming skills, James has a passion and desire to change help better manage the resources we collectively have whilst creating a more efficient approach to consumption in order to help reduce waste and create a business that profits from creating assets for others.

Over the last 10 years, James has helped small businesses to get off the ground, whilst working with and representing dozens of global brands. James has been delivering marketing events and technology for brands whilst in the process, building a network of friends and business partners working in a broad variety of industries and sharing a common view of the way that business and community will evolve.

Directors' Indemnity Provisions

The Company has provided qualifying third party indemnity provisions in respect of the directors who were in force during the period and at the date of the report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Report of the Directors', Strategic Report and financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under this law the Directors have to prepare the Group and Company financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and to prepare the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice "United Kingdom Accounting Standards and applicable laws", including FRS 101, the Financial Reporting Standard applicable in the UK and Republic of Ireland. Under Company Law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Group and the Company for that period. In preparing these financial statements, the Directors are required to:

Page | 6

DocuSign Envelope ID: 691A48D8-11C2-4F34-A6DC-137AD7F30A23

LOCOSOCO GROUP PLC

DIRECTORS REPORT

For the year ended 31 May 2022

• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors confirm that:

• so far as each Director is aware, there is no relevant audit information of which the Group's auditor is unaware; and
• the Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

Auditor and Annual General Meeting

UHY Hacker Young (S.E.) Limited offer themselves for reappointment as auditors in accordance with section 489(4) of the Companies Act 2006. A resolution to reappoint UHY Hacker Young (S.E.) Limited will be proposed at the forthcoming Annual General Meeting.

Approval by and signature on behalf of the board

James Perry

Chief Executive

31 October 2023

Page | 7